Common use of Equity-Based Awards Clause in Contracts

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control).

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of restricted share units that corresponds to purchase Company Common Shares other than rights under and vests solely based on the Company ESPP passage of time (each, a “Company Stock OptionRSU Award”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether shall, as of the Effective Time, shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed RSU Award”). Each Assumed RSU Award shall be converted into a restricted unit award to receive a number of Common Units equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (y) a ratio equal to (A)(1) the Per Share Cash Amount divided by (2) the closing price of one Common Unit on the NYSE on the day prior to the Closing Date plus (B) the Exchange Ratio (such ratio, the “Equity Exchange Ratio”), rounded up or down to the nearest whole Common Unit. Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (b) Each award of performance share units that corresponds to Shares (each, a “Company PSU Award”), that is outstanding and vested or unvestedas of the Effective Time, shall, as of the Effective Time, be canceled and cancelled in exchange for the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, payment of the Merger Consideration over with respect to the exercise price per share number of Shares equal to the total number of Shares with respect to which such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately PSU Award has vested prior to the Effective Time. The Surviving Corporation shall issue to the holders of Company PSU Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, whether vested less such amounts as are required to be withheld or unvesteddeducted under the Code or any provision of state, shalllocal or foreign Tax Law with respect to the making of such payment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective TimeTime shall automatically, and without any required action of the holder thereof, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, cancelled without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; andconsideration. (c) each Each award of restricted Company RSU granted following the date hereof Common Stock that is outstanding immediately prior to the Effective Time shall(the “Company Restricted Shares,” together with the Company RSU Awards and the Company PSU Awards, as of the Effective Time, “Company Equity Awards”) shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed Restricted Stock Award”). Each Assumed Restricted Stock Award shall be converted into an unvested a restricted unit award representing the opportunity a contractual right upon vesting to receive cash payments, without interest, in an aggregate amount a number of Common Units equal to the product of obtained by multiplying (ix) the number of Company Common Shares subject to such Company RSU as of Assumed Restricted Stock Award immediately prior to the Effective Time and by (iiy) the Merger ConsiderationEquity Exchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Common Shares that would have vested on each such vesting date, and which award shall continue to vest and Unit. Each Assumed Restricted Stock Award shall otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time. Each Assumed Restricted Stock Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time, (ii) have distribution equivalent rights, and (iii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (d) Notwithstanding the foregoing, each Company Restricted Share and Company RSU as of Award that is outstanding immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon that is held by a termination non-employee director of the holder’s employment Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in connection exchange for the payment of the Merger Consideration with respect to the total number of Shares subject to such Director Restricted Share Award. The Surviving Corporation shall issue to the holders of Director Restricted Share Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, within five (5) business days following the Effective Time. (e) Prior to the Effective Time, but excluding the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Board of Directors of the Company or a duly authorized committee thereof, and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and conditions related applicable Laws to accelerated vesting solely as a result ensure that (i) no new offering period under the ESPP shall begin after September 30, 2019; (ii) with respect to the current offering period set to end on September 30, 2019 any remaining contributions held in the participant accounts under the ESPP after the purchase of a change shares of Company Common Stock at the end of such offering period shall be returned to the participant (without interest) after the last business day of the offering, (iii) the ESPP shall terminate in controlits entirety immediately prior to the Closing and no further rights shall be granted or exercised under the ESPP thereafter. Notwithstanding any restrictions on transfer of stock in the ESPP, all shares of Company Common Stock purchased under the ESPP shall be treated in accordance with Section 2.1(a). (f) The Company shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of phantom units that corresponds to purchase Company Partnership Common Shares other than rights under Units and vests solely based on the Company ESPP passage of time (eachincluding any Seconded Employee Phantom Awards), a whether vested or unvested (“Company Stock OptionPartnership Phantom Units”) ), that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled assumed by Parent and the holder thereof shall then become entitled converted into a restricted unit award representing a contractual right to receive solelyParent Common Units or, in full satisfaction the case of Seconded Employees, the rights right to receive cash determined based on the value of Parent Common Units (each an “Assumed Restricted Unit Award”). Each such holder with respect theretoAssumed Restricted Unit Award shall be converted into a restricted unit award to receive a number of Parent Common Units (or the cash equivalent thereof, a lump-sum cash payment, without interest, as applicable) equal to the product of obtained by multiplying (ix) the number of Company Partnership Common Shares for which Units subject to such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted Partnership Phantom Unit immediately prior to the date hereof that is outstanding Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Each Assumed Restricted Unit Award shall otherwise be subject to the same terms and conditions (including as to vesting, distribution equivalent rights and issuance) as were applicable to the Partnership Phantom Unit immediately prior to the Effective Time. (b) Each award of performance units that corresponds to Partnership Common Units, whether vested or unvestedincluding Seconded Employee Performance Awards (each, a “Partnership Performance Award,” and together with the Partnership Phantom Units, the “Partnership Equity Awards”), that is outstanding and unvested as of the Effective Time, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled measured as to receive solely, in full satisfaction performance as of the rights of Effective Time (or a date reasonably proximate thereto) as determined in good faith by the GP Board and each such holder Partnership Performance Award shall, with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Partnership Common Shares subject to such Company RSU as Units that are considered earned with respect thereto based on the higher of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time actual performance or target shall, as of the Effective TimeTime (the “Earned Performance Units”), be assumed by Parent and converted into an unvested award representing Assumed Restricted Unit Award, which shall have distribution equivalent rights and be eligible to vest solely based on continued service at the opportunity end of the performance period that was originally applicable thereto; provided, however, that the Earned Performance Units will vest upon a “qualifying termination” and, to receive cash paymentsthe extent applicable, without interestwill incorporate the provisions related to termination due to “retirement,” as provided in the Partnership Phantom Unit Awards. Notwithstanding the foregoing, with respect to Partnership Performance Awards granted in an aggregate amount 2021, the number of Earned Performance Units shall be equal to the product target number of (i) units granted, regardless of performance. The number of Parent Common Units that are subject to such Assumed Restricted Unit Awards shall be equal to the number of Company Common Shares subject to such Company RSU as of immediately prior Earned Performance Units with respect to the Effective Time and (ii) corresponding Partnership Performance Award, multiplied by the Merger ConsiderationExchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Parent Common Shares Unit. Any performance units that would have vested on each such vesting datecorrespond to Partnership Common Units that are not Earned Performance Units shall, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding automatically be cancelled for no consideration. (c) The General Partner shall take any terms and conditions related all actions reasonably necessary to accelerated vesting solely as a result effectuate the transactions contemplated by this Section 5.6 and such transactions shall be subject to compliance with Section 409A of a change in control)the Code.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each Each option to purchase Shares granted pursuant to a Company Common Shares other than rights under the Company ESPP Stock Plan (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing option (each, an “Adjusted Option”) to purchase, on the opportunity same terms and conditions as were applicable to receive cash payments, without interest, in an aggregate amount equal such Company Option outstanding immediately prior to the product of (i) Effective Time, the number of Company shares of Parent Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares subject to such the Company RSU as of Option immediately prior to the Effective Time and (ii) by the Merger ConsiderationEquity Award Exchange Ratio, with such aggregate amount being payable on at an exercise price per share of Parent Common Stock, rounded up to the vesting dates applicable nearest whole cent, equal to such the per share exercise price for the Shares otherwise purchasable pursuant to the Company RSU as of Option outstanding immediately prior to the Effective Time based proportionately on divided by the Equity Award Exchange Ratio. (b) Each award of restricted stock units in respect of Shares granted under a Company Stock Plan (each, a “Company RSU”) that is outstanding as of the Effective Time shall be converted as of the Effective Time into a restricted stock unit award (each, an “Adjusted RSU”) in respect of the number of shares of Parent Common Stock, rounded to the nearest whole share, determined by multiplying the number of Shares subject to the Company Common Shares that would have vested on RSU outstanding immediately prior to the Effective Time by the Equity Award Exchange Ratio, with each such vesting date, and which award shall Adjusted RSU to continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such the related Company RSU as outstanding or payable immediately prior to the Effective Time. (c) Each right of any kind (excluding Company Options and Company RSUs), contingent or accrued, to receive Shares or cash payments measured by the value of a number of Shares granted under a Company Deferred Compensation Plan (each, an “Other Stock-Based Award”) that are outstanding immediately prior to the Effective Time (including any terms and conditions related shall be deemed to accelerated vesting upon a termination be converted as of the holder’s employment in connection with Effective Time into the right to receive (or following to be credited with) the number of shares, or benefits measured by the value of the number of shares, of Parent Common Stock, rounded to the nearest whole share, equal to the product of (i) the number of Shares subject to the Other Stock-Based Award outstanding immediately before the Effective Time, but excluding any and (ii) the Equity Award Exchange Ratio (each, an “Adjusted Other Stock-Based Award”), with each Adjusted Other Stock-Based Award to continue to be subject to the same terms and conditions as were applicable to the related Other Stock-Based Award outstanding immediately prior to accelerated vesting solely the Effective Time. (d) Prior to the Effective Time, the Company Board and/or the appropriate committee thereof shall adopt resolutions providing for the treatment of the Company Options, Company RSUs, and Other Stock-Based Awards (collectively, the “Company Stock Awards”) outstanding immediately prior to the Effective Time as a result contemplated by this Section 2.4. For the avoidance of doubt, in no event shall any holder of a change Company Stock Award receive the Merger Consideration as consideration for such Company Stock Awards. As of the Effective Time, Parent shall file one or more appropriate registration statements (on Form S-3 or Form S-8, or any successor or other appropriate forms) with respect to Parent Common Stock underlying the Adjusted Options and in control)respect of the Adjusted RSUs and the Adjusted Other Stock-Based Awards pursuant to this Section 2.4. (e) For the purposes of this Section 2.4:

Equity-Based Awards. Prior to (a) At the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) each outstanding Partnership Restricted Unit shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; providedpursuant to Section 2.1(a). With respect to each Partnership Restricted Unit that has a grant date prior to January 1, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; 2023 (b) each restricted stock unit (each, a “Company RSUPre-2023 Partnership Restricted Unit”) granted prior to ), the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof vesting restrictions shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU lapse as of immediately prior to the Effective Time. With respect to any outstanding Partnership Restricted Unit other than a Pre-2023 Partnership Restricted Unit, the Merger Consideration to be received pursuant to such award shall remain subject to the same restrictions and other terms and conditions (including as to vesting and forfeiture and any so-called “double-trigger” protection) as were applicable to the corresponding Partnership Restricted Unit immediately prior to the Effective Time. (b) At the Effective Time, each outstanding Partnership Performance Unit that has a grant date prior to January 1, 2023 or that is otherwise vested at the Effective Time (a “Pre-2023 Partnership Performance Unit”) shall, at the Effective Time, be cancelled in exchange for the payment of (i) the Merger Consideration with respect to the number of Partnership Common Units equal to the total number of Partnership Common Units (inclusive of any Partnership Distribution PIK Units) issuable pursuant to such Pre-2023 Partnership Performance Unit based, in the case of any Pre-2023 Partnership Performance Unit, upon the attainment of the applicable Partnership Performance Assumption and (ii) the Merger Consideration; andan amount in cash equal to any accrued but unpaid cash distribution equivalents with respect to such Pre-2023 Partnership Performance Units. (c) At the Effective Time, each Company RSU granted following outstanding Partnership Performance Unit (other than Pre-2023 Partnership Performance Units) shall be assumed by Parent and converted into a time-based phantom unit award with respect to Parent Common Units (each an “Assumed Performance Unit Award”). Each Assumed Performance Unit Award shall be converted into a phantom unit award representing a contractual right upon vesting to receive a number of Parent Common Units equal to the date hereof that is outstanding product obtained by multiplying (i) the number of Partnership Common Units subject to such Assumed Performance Unit Award immediately prior to the Effective Time shall, as (including any Partnership Distribution PIK Units) assuming attainment of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and applicable Partnership Performance Assumption by (ii) the Merger ConsiderationExchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Parent Common Shares that would have vested on each such vesting date, and which award shall continue to vest and Unit. Each Assumed Performance Unit Award shall otherwise be subject to the same terms and conditions (including as to vesting and forfeiture, any associated distribution equivalent rights and any so-called “double-trigger” protection) as were applicable to such Company RSU as of the corresponding Partnership Performance Unit immediately prior to the Effective Time Time, except such Assumed Performance Unit Award shall no longer be subject to performance-based vesting conditions and in the event any distribution is declared in respect of Parent Common Units, the corresponding distribution equivalent right for each Assumed Performance Unit Award shall be settled within thirty (30) days following the time as distributions are paid to Parent Common Unit holders generally. (d) Prior to the Effective Time, the Partnership shall take all actions (including obtaining any terms and conditions related to accelerated vesting upon a termination necessary determinations and/or resolutions of the holder’s employment Board of Directors of the Partnership GP or a duly authorized committee thereof, and, if appropriate, amending the terms of the EUPP) that may be necessary or required under the EUPP and applicable Laws to ensure that (i) no new offering period under the EUPP shall begin after the closing of the offering period in effect on the date hereof (which shall end on September 30, 2023 or, if earlier, the date that is ten (10) business days prior to the Effective Time); (ii) no new participant may enroll in the EUPP from and after the date hereof; (iii) no current participant in the EUPP may increase his or her contribution rate with respect to the current offering period; (iv) the current offering period shall end, and all rights pursuant thereto shall be exercised during the ten (10)-day period following September 30, 2023 (or, if earlier, the ten (10)-day period prior to the Effective Time) (such period, the “Purchase Period”) and any remaining contributions held in the participant accounts under the EUPP after the purchase of Partnership Common Units at the end of such Purchase Period and satisfaction of any applicable withholding obligations shall be returned to the participant (without interest) after the last business day of such Purchase Period, and (v) the EUPP shall terminate in its entirety as soon as reasonably practicable following the last business day of the Purchase Period and no further rights shall be granted or exercised under the EUPP thereafter. Notwithstanding any restrictions set forth pursuant to the EUPP, all Partnership Common Units purchased under the EUPP shall be treated in accordance with Section 2.1(a). (e) The Partnership shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6. Any amounts payable in connection with the Effective Time pursuant to Sections 5.6(a) or (b) shall be reduced by such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment or issuance, within ten (10) business days following the Effective Time, but excluding or such later date as may be necessary to avoid the imposition of additional taxes pursuant to Section 409A of the Code. (f) As soon as practicable and in all events prior to the earlier to occur of (i) the Effective Time and (ii) December 31, 2023, the Partnership shall (x) terminate, with immediate effect, the Crestwood Operations LLC Annual Cash Bonus to Equity Plan (the “Cash-to-Equity Plan”) and all elections thereunder and (y) provide that, notwithstanding any terms and conditions related election pursuant to accelerated vesting the Cash-to-Equity Plan, all bonus payments with respect to the 2023 (and, if applicable, 2024) bonus years under the Partnership AIP shall be made solely as a result of a change in controlcash in accordance with Section 5.7(d). (g) The Partnership shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each Each option to purchase Company Common Shares (other than rights under an option granted pursuant to the Company ESPP ESPP) (each, a “Company Stock Option”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, become fully vested and be canceled and converted into the holder thereof shall then become entitled right to receive solely, an amount in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the total number of Company Common Shares for which subject to such Company Stock Option has not then been exercised and immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Equity Award Consideration over the exercise price per share Share subject to such Company Option. The Surviving Corporation or one of its Subsidiaries, as applicable, shall pay to the holders of Company Options the cash amounts described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such Company Stock Option; providedpayment, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than within five business days following the Merger Consideration shall be canceled for no consideration;Effective Time. (b) each Each award of restricted stock unit units (other than 2014 LTIP Units) that corresponds to Shares and that is outstanding as of the date hereof (each, a “Company RSURSU Award”) granted prior to the date hereof ), whether vested or unvested, that is also outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, become fully vested and be canceled converted into the right to receive an amount in cash equal to the product of (i) the total number of restricted stock units subject to such Company RSU Award immediately prior to the Effective Time (assuming the satisfaction of any applicable performance criteria at 100% of target level) multiplied by (ii) the Equity Award Consideration. The Surviving Corporation shall pay to the holders of Company RSU Awards the cash amounts described in the immediately preceding sentence (together with any dividend equivalents corresponding to Company RSU Awards that vest in accordance with this Section 5.6(b)), less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payments, within five business days following the Effective Time. (c) Each award of restricted Shares that is outstanding as of the date hereof that is also outstanding and unvested immediately prior to the Effective Time (the “Restricted Shares” and, together with the Company Options and Company RSU Awards, the “Company Equity Awards”) shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, vest and the restrictions with respect thereto shall lapse, and each share of Company Common Stock subject to such grant of Restricted Shares shall be converted into cash, Common Units or a combination of cash and Common Units in accordance with Section 2.1, depending on whether the holder of such Restricted Shares makes a Mixed Election, Cash Election or a Common Unit Election and subject to the terms and conditions of Section 2.1. Unless the holder of such Restricted Shares shall have remitted to the Company the amount required to be withheld with respect to the vesting and lapse of restrictions on the Restricted Shares under the Code or any provision of state, local or foreign Tax Law, the consideration to be received by such holder pursuant to Section 2.1 shall be reduced by the amount required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares. Such reduction shall come first from the cash portion of the consideration payable to the holder of the Restricted Shares under Section 2.1, if any, and if there is no cash portion of such consideration or if the cash portion is not sufficient to satisfy the amount required to be deducted and withheld with respect to vesting and lapse of such restrictions on the Restricted Shares, then the number of Common Units to be received by the holder of such Restricted Shares pursuant to Section 2.1 shall be reduced by a number of Common Units (rounded up to the nearest whole unit with cash payable in respect of the resulting fractional unit) equal to (i) the amount (or additional amount, as the case may be) required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares divided by (ii) the closing price of one Common Unit on the New York Stock Exchange on the day prior to the Closing Date, as reflected in the Wall Street Journal. (d) Each award of restricted Shares that is granted under the Company’s 2013 Equity Incentive Plan (the “Company 2013 EIP”) after the date hereof as permitted under Section 5.1(b) and that remains outstanding and unvested as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Share”) shall be converted as of the Effective Time into (i) a restricted unit award (an “Adjusted Restricted Unit”), with the same terms and conditions as were applicable to such Post-Signing Restricted Share immediately prior to the Effective Time, covering the number of Common Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Restricted Unit lost to such rounding in the amount set forth in Section 2.1 (d), which cash shall be payable as soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Restricted Share, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the Adjusted Restricted Unit shall vest without regard to the satisfaction of any performance criteria in accordance with the terms set forth in Section 5.1(b) of the Company Disclosure Schedule). (e) Each award of restricted stock units that corresponds to Shares that is granted under the Company 2013 EIP after the date hereof as permitted under Section 5.1(b) and that remains outstanding or payable as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Unit”) shall be converted as of the Effective Time into (i) a phantom unit award (an “Adjusted Phantom Unit”), with the same terms and conditions as were applicable to such Post-Signing Restricted Unit immediately prior to the Effective Time, covering the number of Common Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall be payable as soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post- Signing Restricted Unit, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the Adjusted Phantom Unit shall vest in accordance with the terms set forth in Section 5.1(b) of the Company Disclosure Schedule). (f) Each award of restricted stock units that corresponds to Shares that were granted under the Company 2013 EIP in 2014 prior to the date of this Agreement and that are specified on Section 5.6(f) of the Company Disclosure Schedule (each, a “2014 LTIP Unit”) shall be converted as of the Effective Time into (i) an Adjusted Phantom Unit, with the same terms and conditions as were applicable to such 2014 LTIP Unit immediately prior to the Effective Time, covering the number of Common Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such 2014 LTIP Unit award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall be payable as soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a 2014 LTIP Unit, the payment shall instead be made at the time specified in the Company 2013 EIP). Such Adjusted Phantom Unit shall vest on January 2, 2015, provided that the holder thereof remains in continuous employment by the Surviving Corporation or its Subsidiaries through such date (or, if earlier, to the extent provided in a grantee’s employment agreement or the applicable 2014 LTIP Unit award agreement, upon the grantee’s termination of employment by the Surviving Corporation without “cause” or resignation for “good reason” or due to a “constructive termination” prior to such date) and shall then become be settled by the delivery of Common Units (net of applicable tax withholdings, which may be effected through the withholding of Common Units if elected by the grantee) on January 2, 2015 (or, if earlier, promptly following vesting). (g) The then-current offering period under the Susser Holdings Corporation 2008 Employee Stock Purchase Plan (the “Company ESPP”) shall terminate immediately prior to the Effective Time, with each participant in the Company ESPP at such time being entitled to receive solelyfrom the Surviving Corporation an amount, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interestcash, equal to the product of (i) the Equity Award Consideration multiplied by (ii) the number of Shares such participant would have been able to purchase with the balance of his or her payroll account under the Company Common Shares subject ESPP if the Closing Date had been the applicable “purchase date” under the Company ESPP for the then-current offering period, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payments, within five business days following the Effective Time. Each participant in the Company RSU ESPP described in the preceding sentence shall have no further rights or benefits under the Company ESPP other than as described in the preceding sentence. (h) For purposes of immediately this Section 5.6, (i) “Equity Award Consideration” means the closing price of one Share on the New York Stock Exchange on the trading day prior to the Effective Time Closing Date, as reflected in the Wall Street Journal, and (ii) “Equity Award Exchange Ratio” means the Merger Consideration; and number equal to the quotient obtained by dividing (cA) each Company RSU granted following the date hereof that is outstanding immediately Equity Award Consideration by (B) the closing price of one Common Unit on the New York Stock Exchange on the trading day prior to the Effective Time shallClosing Date, as of reflected in the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control)Wall Street Journal.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of restricted share units that corresponds to purchase Company Common Shares other than rights under and vests solely based on the Company ESPP passage of time (each, a “Company Stock OptionRSU Award”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether shall, as of the Effective Time, shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed RSU Award”). Each Assumed RSU Award shall be converted into a restricted unit award to receive a number of Common Units equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (y) a ratio equal to (A)(1) the Per Share Cash Amount divided by (2) the closing price of one Common Unit on the NYSE on the day prior to the Closing Date plus (B) the Exchange Ratio (such ratio, the “Equity Exchange Ratio”), rounded up or down to the nearest whole Common Unit. Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (b) Each award of performance share units that corresponds to Shares (each, a “Company PSU Award”), that is outstanding and vested or unvestedas of the Effective Time, shall, as of the Effective Time, be canceled and cancelled in exchange for the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, payment of the Merger Consideration over with respect to the exercise price per share number of Shares equal to the total number of Shares with respect to which such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately PSU Award has vested prior to the Effective Time. The Surviving Corporation shall issue to the holders of Company PSU Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, whether vested less such amounts as are required to be withheld or unvesteddeducted under the Code or any provision of state, shalllocal or foreign Tax Law with respect to the making of such payment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective TimeTime shall automatically, and without any required action of the holder thereof, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, cancelled without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; andconsideration. (c) each Each award of restricted Company RSU granted following the date hereof Common Stock that is outstanding immediately prior to the Effective Time shall(the “Company Restricted Shares,” together with the Company RSU Awards and the Company A-41 PSU Awards, as of the Effective Time, “Company Equity Awards”) shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed Restricted Stock Award”). Each Assumed Restricted Stock Award shall be converted into an unvested a restricted unit award representing the opportunity a contractual right upon vesting to receive cash payments, without interest, in an aggregate amount a number of Common Units equal to the product of obtained by multiplying (ix) the number of Company Common Shares subject to such Company RSU as of Assumed Restricted Stock Award immediately prior to the Effective Time and by (iiy) the Merger ConsiderationEquity Exchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Common Shares that would have vested on each such vesting date, and which award shall continue to vest and Unit. Each Assumed Restricted Stock Award shall otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time. Each Assumed Restricted Stock Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time, (ii) have distribution equivalent rights, and (iii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (d) Notwithstanding the foregoing, each Company Restricted Share and Company RSU as of Award that is outstanding immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon that is held by a termination non-employee director of the holder’s employment Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in connection exchange for the payment of the Merger Consideration with respect to the total number of Shares subject to such Director Restricted Share Award. The Surviving Corporation shall issue to the holders of Director Restricted Share Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, within five (5) business days following the Effective Time. (e) Prior to the Effective Time, but excluding the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Board of Directors of the Company or a duly authorized committee thereof, and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and conditions related applicable Laws to accelerated vesting solely as a result ensure that (i) no new offering period under the ESPP shall begin after September 30, 2019; (ii) with respect to the current offering period set to end on September 30, 2019 any remaining contributions held in the participant accounts under the ESPP after the purchase of a change shares of Company Common Stock at the end of such offering period shall be returned to the participant (without interest) after the last business day of the offering, (iii) the ESPP shall terminate in controlits entirety immediately prior to the Closing and no further rights shall be granted or exercised under the ESPP thereafter. Notwithstanding any restrictions on transfer of stock in the ESPP, all shares of Company Common Stock purchased under the ESPP shall be treated in accordance with Section 2.1(a). (f) The Company shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6.

Equity-Based Awards. Prior Upon the occurrence of a Change of Control of the Company, except to the Effective Timeextent a more favorable result for the Employee applies under an applicable incentive plan or award, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide thatfollowing will apply: (a) each option to purchase Company Common Shares other than rights under If the Company ESPP purchaser, successor or surviving entity (each, a or parent thereof) (the “Company Stock OptionSurviving Entity”) in the Change of Control transaction so agrees, some or all outstanding equity-based awards then held by the Employee shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Surviving Entity in the Change of Control transaction; provided that such assumption or replacement shall be permitted without the Employee’s consent only to the extent the assumed or replacement award, as the case may be, relates to publicly traded or otherwise liquid equity securities after the consummation of the Change of Control transaction and to the extent other appropriate adjustments in the terms and conditions of the award (including any performance goals) are made so that the Employee is not disadvantaged solely as a result of the Change of Control. If applicable, each award assumed by the Surviving Entity shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Employee upon the consummation of such Change of Control had the award been exercised, vested or earned immediately prior to such Change of Control. Upon the Effective TimeEmployee’s termination of employment by the Surviving Entity without Cause, whether vested or unvestedby the Employee for Good Reason, shallin either case within thirty-six (36) months following the Change of Control, all of the Employee’s awards that are in effect as of the Effective Timedate of such termination shall be vested in full or deemed earned in full (assuming the maximum performance goals provided under such award were met, be canceled if applicable) effective on the date of such termination. (b) To the extent the Surviving Entity in the Change of Control transaction does not assume the equity-based awards held by the Employee or issue replacement awards as provided in clause (a): (i) The Employee shall have the right at any time thereafter to exercise any stock options (“Options”) or stock appreciation rights (“SARs”) held by the Employee at the time of the Change of Control in full whether or not the Option or SAR was theretofore exercisable; provided that the Company may elect to cancel all outstanding Options or SARs in exchange for a cash payment equal to the excess of the Change of Control Price over the exercise price of the shares of the Company’s common stock (“Shares”)_subject to such Option or SAR upon the Change of Control (or for no cash payment if such excess is zero); (ii) Shares of time-based restricted stock (“Restricted Stock”) and restricted stock units (“Restricted Stock Units”) held by the Employee that are not then vested shall vest upon the date of the Change of Control and the holder thereof Employee shall then become entitled have the right, exercisable by written notice to receive solelythe Company within sixty (60) days after the Change of Control, to receive, in full satisfaction exchange for the surrender of such Restricted Stock, an amount of cash equal to the Change of Control Price (as defined below) of such Restricted Stock or Restricted Stock Units; provided that the Company may elect to cancel each outstanding Restricted Stock Unit in exchange for a cash payment equal to the Change of Control Price upon the Change of Control; (iii) The Employee shall have, with respect to each equity-based incentive award then held by the Employee subject to the achievement of a performance goal for which the performance period has not expired (“Performance Award”) shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of the rights Performance Award, an amount of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (iA) the value of the Performance Award, assuming the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the Change of Control), and (B) a fraction, the numerator of which is the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) whole months that have elapsed from the excess, if any, beginning of the Merger Consideration over performance period to the exercise price per share date of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that the Change of Control and the denominator of which is equal to or greater than the Merger Consideration shall be canceled for no considerationnumber of whole months in the performance period; (biv) each restricted stock unit (eachThe Employee shall be entitled to receive, with respect to any dividend equivalent units then held by the Employee, a “Company RSU”) granted prior cash payment equal to the date hereof that is outstanding immediately prior to value of the Effective Time, whether vested or unvested, shall, dividend equivalent units as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction date of the rights Change of Control; provided that such holder with respect thereto, a lump-sum cash payment, without interest, equal payment will be pro rated to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Considerationextent, if at all, any related award is settled on a pro rata basis; and (cv) The Employee will be entitled to receive, with respect to each Company RSU granted following the date hereof that is outstanding immediately prior type of equity-based award not subject to the Effective Time shallforegoing provisions, a cash payment based on the value of the award as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination date of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result Change of a change in control)Control.

Equity-Based Awards. Prior Upon the occurrence of a Change of Control of the Company, except to the Effective Timeextent a more favorable result for the Employee applies under an applicable incentive plan or award, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide thatfollowing will apply: (a) each option to purchase Company Common Shares other than rights under If the Company ESPP purchaser, successor or surviving entity (each, a or parent thereof) (the “Company Stock OptionSurviving Entity”) in the Change of Control transaction so agrees, some or all outstanding equity-based awards then held by the Employee shall be assumed, or replaced with the same type of award with similar terms and conditions, by the Surviving Entity in the Change of Control transaction; provided that such assumption or replacement shall be permitted without the Employee’s consent only to the extent the assumed or replacement award, as the case may be, relates to publicly traded or otherwise liquid equity securities after the consummation of the Change of Control transaction and to the extent other appropriate adjustments in the terms and conditions of the award (including any performance goals) are made so that the Employee is not disadvantaged solely as a result of the Change of Control. If applicable, each award assumed by the Surviving Entity shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Employee upon the consummation of such Change of Control had the award been exercised, vested or earned immediately prior to such Change of Control. Upon the Effective TimeEmployee’s termination of employment by the Surviving Entity without Cause, whether vested or unvestedby the Employee for Good Reason, shallin either case within thirty-six (36) months following the Change of Control, all of the Employee’s awards that are in effect as of the Effective Timedate of such termination shall be vested in full or deemed earned in full (assuming the maximum performance goals provided under such award were met, be canceled if applicable) effective on the date of such termination. (b) To the extent the Surviving Entity in the Change of Control transaction does not assume the equity-based awards held by the Employee or issue replacement awards as provided in clause (a): (i) The Employee shall have the right at any time thereafter to exercise any stock options (“Options”) or stock appreciation rights (“SARs”) held by the Employee at the time of the Change of Control in full whether or not the Option or SAR was theretofore exercisable; provided that the Company may elect to cancel all outstanding Options or SARs in exchange for a cash payment equal to the excess of the Change of Control Price over the exercise price of the shares of the Company’s common stock (“Shares”)_subject to such Option or SAR upon the Change of Control (or for no cash payment if such excess is zero); (ii) Shares of time-based restricted stock (“Restricted Stock”) and restricted stock units (“Restricted Stock Units”) held by the Employee that are not then vested shall vest upon the date of the Change of Control and the holder thereof Employee shall then become entitled have the right, exercisable by written notice to receive solelythe Company within sixty (60) days after the Change of Control, to receive, in full satisfaction exchange for the surrender of such Restricted Stock, an amount of cash equal to the Change of Control Price (as defined below) of such Restricted Stock or Restricted Stock Units; provided that the Company may elect to cancel each outstanding Restricted Stock Unit in exchange for a cash payment equal to the Change of Control Price upon the Change of Control; (iii) The Employee shall have, with respect to each equity-based incentive award then held by the Employee subject to the achievement of a performance goal for which the performance period has not expired (“Performance Award”) shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of the rights Performance Award, an amount of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (iA) the value of the Performance Award, assuming the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the Change of Control), and (B) a fraction, the numerator of which is the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) whole months that have elapsed from the excess, if any, beginning of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior performance period to the date hereof that of the Change of Control and the denominator of which is outstanding immediately prior the number of whole months in the performance period; (iv) The Employee shall be entitled to receive, with respect to any dividend equivalent units then held by the Employee, a cash payment equal to the Effective Time, whether vested or unvested, shall, value of the dividend equivalent units as of the Effective Timedate of the Change of Control; provided that such payment will be pro rated to the extent, if at all, any related award is settled on a pro rata basis; and (v) The Employee will be canceled and the holder thereof shall then become entitled to receive solelyreceive, in full satisfaction with respect to each type of equity-based award not subject to the foregoing provisions, a cash payment based on the value of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, award as of the Effective Timedate of the Change of Control. The Company covenants and agrees to take such steps (including amendment of any existing plan) to insure that all plans under which the foregoing types of awards are made shall allow or provide for such vesting and distribution. For purposes of this paragraph 10, be “Change of Control Price” means the highest of the following: (A) the fair market value of the Shares, as determined by the Company’s Board of Directors, on the date of the Change of Control; (B) the highest price per Share paid in the Change of Control transaction; or (C) the fair market value of the Shares, calculated on the date of surrender of the relevant award in accordance with this paragraph 10, but this clause (C) shall not apply if in the Change of Control transaction, or pursuant to an agreement to which the Company is a party governing the Change of Control transaction, all of the Shares are purchased for and/or converted into an unvested award representing the opportunity right to receive a current payment of cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with no other securities or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control)other property. 11.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option Each award of restricted share units that corresponds to purchase Company Common Shares other than rights under and vests solely based on the Company ESPP passage of time (each, a “Company Stock OptionRSU Award”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether shall, as of the Effective Time, shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed RSU Award”). Each Assumed RSU Award shall be converted into a restricted unit award to receive a number of Common Units equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU Award immediately prior to the Effective Time by (y) a ratio equal to (A)(1) the Per Share Cash Amount divided by (2) the closing price of one Common Unit on the NYSE on the day prior to the Closing Date plus (B) the Exchange Ratio (such ratio, the “Equity Exchange Ratio”), rounded up or down to the nearest whole Common Unit. Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (b) Each award of performance share units that corresponds to Shares (each, a “Company PSU Award”), that is outstanding and vested or unvestedas of the Effective Time, shall, as of the Effective Time, be canceled and cancelled in exchange for the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, payment of the Merger Consideration over with respect to the exercise price per share number of Shares equal to the total number of Shares with respect to which such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately PSU Award has vested prior to the Effective Time. The Surviving Corporation shall issue to the holders of Company PSU Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, whether vested less such amounts as are required to be withheld or unvesteddeducted under the Code or any provision of state, shalllocal or foreign Tax Law with respect to the making of such payment, within five business days following the Effective Time. Each Company PSU Award that is outstanding and unvested as of the Effective TimeTime shall automatically, and without any required action of the holder thereof, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, cancelled without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; andconsideration. (c) each Each award of restricted Company RSU granted following the date hereof Common Stock that is outstanding immediately prior to the Effective Time shall(the “Company Restricted Shares,” together with the Company RSU Awards and the Company Table of Contents PSU Awards, as of the Effective Time, “Company Equity Awards”) shall be assumed by Parent and converted into a restricted unit award with respect to Common Units (each an “Assumed Restricted Stock Award”). Each Assumed Restricted Stock Award shall be converted into an unvested a restricted unit award representing the opportunity a contractual right upon vesting to receive cash payments, without interest, in an aggregate amount a number of Common Units equal to the product of obtained by multiplying (ix) the number of Company Common Shares subject to such Company RSU as of Assumed Restricted Stock Award immediately prior to the Effective Time and by (iiy) the Merger ConsiderationEquity Exchange Ratio, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior rounded up or down to the Effective Time based proportionately on the number of Company nearest whole Common Shares that would have vested on each such vesting date, and which award shall continue to vest and Unit. Each Assumed Restricted Stock Award shall otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time. Each Assumed Restricted Stock Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company Restricted Shares immediately prior to the Effective Time, (ii) have distribution equivalent rights, and (iii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule). (d) Notwithstanding the foregoing, each Company Restricted Share and Company RSU as of Award that is outstanding immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon that is held by a termination non-employee director of the holder’s employment Board of Directors (a “Director Restricted Share Award”) shall, as of the Effective Time, become fully vested and shall be cancelled in connection exchange for the payment of the Merger Consideration with respect to the total number of Shares subject to such Director Restricted Share Award. The Surviving Corporation shall issue to the holders of Director Restricted Share Awards the Merger Consideration in respect of the applicable number of Shares described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, within five (5) business days following the Effective Time. (e) Prior to the Effective Time, but excluding the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Board of Directors of the Company or a duly authorized committee thereof, and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and conditions related applicable Laws to accelerated vesting solely as a result ensure that (i) no new offering period under the ESPP shall begin after September 30, 2019; (ii) with respect to the current offering period set to end on September 30, 2019 any remaining contributions held in the participant accounts under the ESPP after the purchase of a change shares of Company Common Stock at the end of such offering period shall be returned to the participant (without interest) after the last business day of the offering, (iii) the ESPP shall terminate in controlits entirety immediately prior to the Closing and no further rights shall be granted or exercised under the ESPP thereafter. Notwithstanding any restrictions on transfer of stock in the ESPP, all shares of Company Common Stock purchased under the ESPP shall be treated in accordance with Section 2.1(a). (f) The Company shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: : (a) each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; ; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration; and and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control).. 7

Equity-Based Awards. Prior to the Effective Time, the Partnership Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Partnership Equity Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) at the Effective Time, each option to purchase Company Common Shares other than rights under the Company ESPP (each, a “Company Stock Option”) Partnership Phantom Unit that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, Time shall be canceled and the holder thereof of such Partnership Phantom Unit shall then become be entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product sum of (i) (A) the Merger Consideration multiplied by (B) the number of Company Common Shares for which Partnership Units that are subject to such Company Stock Option has not then been exercised Partnership Phantom Unit immediately prior to the Effective Time plus (ii) to the extent unpaid as of the Effective Time, all amounts accumulated in respect of any Partnership DERs granted with respect to such Partnership Phantom Unit (with respect to each Partnership Phantom Unit, the sum of the amounts described in the foregoing clauses (i) and (ii), the “Partnership Phantom Unit Payment Amount”), provided that (x) the excess, if any, Partnership Phantom Unit Payment Amount payable upon the settlement of each Off-Cycle Partnership Phantom Unit and each Specified Annual Partnership Phantom Unit (as applicable) shall be pro-rated (based on the number of days in the applicable vesting period) for the portion of the Merger Consideration over the exercise price per share applicable vesting period in respect of such Company Stock Option; providedOff-Cycle Partnership Phantom Unit or Specified Annual Partnership Phantom Unit (as applicable) that elapses prior to the Effective Time (each such amount, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than a “Pro-Rated Partnership Phantom Unit Payment Amount”) and the Merger Consideration shall remainder will be canceled forfeited for no considerationpayment and (y) in the case of each Specified Annual Partnership Phantom Unit, the amount paid in respect of the settlement of such Specified Annual Partnership Phantom Unit shall equal the lesser of (1) the Pro-Rated Partnership Phantom Unit Payment Amount multiplied by two and (2) the applicable Partnership Phantom Unit Payment Amount; (b) at the Effective Time, each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof Partnership Performance Unit that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, Time shall be canceled and the holder thereof of such Partnership Performance Unit shall then become be entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product sum of (i) (A) the Merger Consideration multiplied by (B) the number of Company Common Shares Partnership Units that are subject to such Company RSU as of Partnership Performance Unit immediately prior to the Effective Time (based on a payout performance multiplier of 100%) plus (ii) to the extent unpaid as of the Effective Time, all amounts accumulated in respect of any Partnership DERs granted with respect to such Partnership Performance Unit (based upon a payout performance multiplier of 100) (with respect to each Partnership Performance Unit, the sum of the amounts described in the foregoing clauses (i) and (ii), the “Partnership Performance Unit Payment Amount”), provided that (x) the Merger Consideration; andPartnership Performance Unit Payment Amount payable upon the settlement of each Off-Cycle Partnership Performance Unit and each Specified Annual Partnership Performance Unit (as applicable) shall be pro-rated (based on the number of days in the applicable performance period) for the portion of the applicable performance period in respect of such Off-Cycle Partnership Performance Unit or Specified Annual Partnership Performance Unit (as applicable) that elapses prior to the Effective Time (each such amount, a “Pro-Rated Partnership Performance Unit Payment Amount”) and the remainder will be forfeited for no payment and (y) in the case of each Specified Annual Partnership Performance Unit, the amount paid in respect of the settlement of such Specified Annual Partnership Performance Unit shall equal the lesser of (1) the Pro-Rated Partnership Performance Unit Payment Amount multiplied by two and (2) the applicable Partnership Performance Unit Payment Amount; (c) at the Effective Time, each Company RSU granted following the date hereof Partnership Director Deferred Unit that is outstanding immediately prior to the Effective Time shallshall be canceled and the holder of such Partnership Director Deferred Unit shall be entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the sum of (i) (A) the Merger Consideration multiplied by (B) the number of Partnership Units that are subject to such Partnership Director Deferred Unit immediately prior to the Effective Time plus (ii) to the extent unpaid as of the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, all amounts accumulated in an aggregate amount equal to the product respect of (i) the number of Company Common Shares subject any Partnership DERs granted with respect to such Company RSU as of Partnership Director Deferred Unit; and (d) at the Effective Time, each Partnership Deferral Unit that is outstanding immediately prior to the Effective Time shall be canceled and the holder of such Partnership Deferral Unit shall be entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the sum of (iii) (A) the Merger Consideration, with such aggregate amount being payable on Consideration multiplied by (B) the vesting dates applicable number of Partnership Units that are subject to such Company RSU as of Partnership Deferral Unit immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject plus (ii) to the same terms and conditions as were applicable to such Company RSU extent unpaid as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding all amounts accumulated in respect of any terms and conditions related Partnership DERs granted with respect to accelerated vesting solely as a result of a change in control)such Partnership Deferral Unit.

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each option In respect of any performance-vesting stock unit awards that were granted to purchase Company Common Shares other than rights any Transferred Employee under the Company ESPP (each, a “Company Stock Option”) Seller’s Long-Term Incentive Plan in respect of fiscal year 2017 and fiscal year 2018 that are outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares for which such Company Stock Option has not then been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option; provided, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than the Merger Consideration shall be canceled for no consideration; (b) each restricted stock unit (each, a “Company RSU”) granted prior to the date hereof that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time Closing (each, a “Seller PSU Award”), Seller shall ensure that the terms of the Seller PSU Awards provide for pro-rated vesting of such awards upon the Closing, and (ii) Seller shall be solely responsible for payment of the Merger Consideration; and (c) each Company RSU granted following the date hereof that is outstanding immediately prior to the Effective Time resulting vested portion of such awards. Buyer shall, as soon as practicable following the Closing Date, grant to each holder of a Seller PSU Award, an equity-based, time-vesting incentive award in respect of Buyer shares of common stock with an aggregate value equal to the PSU Replacement Incentive Award Value (as defined below), which equity award will vest on the vesting date that applied to such Seller PSU Award. For purposes of the Effective Timeforegoing, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount PSU Replacement Incentive Award Value will equal to the product of (ix) the number of Company Common Shares subject shares of Seller common stock underlying the Seller PSU Award determined based on actual performance through the Closing Date and pro-rated to such Company RSU reflect the portion of the original vesting period that has not yet lapsed as of the Closing Date and (y) the closing price of a share of Seller common stock on the Business Day immediately preceding the Closing Date as reported on the New York Stock Exchange. (b) In respect of any time-vesting restricted stock unit awards that were granted to any Transferred Employee under the Seller’s Long-Term Incentive Plan for any fiscal year other than those made with respect to fiscal year 2018 that are outstanding as of immediately prior to the Effective Time and Closing (ii) each, a “Seller RSU Award”), Seller shall ensure that the Merger Consideration, with terms of such aggregate amount being payable on awards provide for accelerated vesting upon the vesting dates applicable to such Company RSU as of immediately prior Closing to the Effective Time based proportionately on the number of Company Common Shares extent that such awards would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to in the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control).ordinary course through November

Equity-Based Awards. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Company Stock Option Plans) shall adopt such resolutions and take such other actions as may be required to provide that: (a) each Each option to purchase Company Common Shares (other than rights under an option granted pursuant to the Company ESPP ESPP) (each, a “Company Stock Option”) ), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, become fully vested and be canceled and converted into the holder thereof shall then become entitled right to receive solely, an amount in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interest, equal to the product of (i) the total number of Company Common Shares for which subject to such Company Stock Option has not then been exercised and immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Equity Award Consideration over the exercise price per share Share subject to such Company Option. The Surviving Corporation or one of its Subsidiaries, as applicable, shall pay to the holders of Company Options the cash amounts described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such Company Stock Option; providedpayment, that any such Company Stock Option with an exercise price per Company Common Share that is equal to or greater than within five business days following the Merger Consideration shall be canceled for no consideration;Effective Time. (b) each Each award of restricted stock unit units (other than 2014 LTIP Units) that corresponds to Shares and that is outstanding as of the date hereof (each, a “Company RSURSU Award”) granted prior to the date hereof ), whether vested or unvested, that is also outstanding immediately prior to the Effective Time, whether vested or unvested, shall, as of the Effective Time, become fully vested and be canceled converted into the right to receive an amount in cash equal to the product of (i) the total number of restricted stock units subject to such Company RSU Award immediately prior to the Effective Time (assuming the satisfaction of any applicable performance criteria at 100% of target level) multiplied by (ii) the Equity Award Consideration. The Surviving Corporation shall pay to the holders of Company RSU Awards the cash amounts described in the immediately preceding sentence (together with any dividend equivalents corresponding to Company RSU Awards that vest in accordance with this Section 5.6(b)), less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payments, within five business days following the Effective Time. (c) Each award of restricted Shares that is outstanding as of the date hereof that is also outstanding and unvested immediately prior to the Effective Time (the “Restricted Shares” and, together with the Company Options and Company RSU Awards, the “Company Equity Awards”) shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, vest and the restrictions with respect thereto shall lapse, and each share of Company Common Stock subject to such grant of Restricted Shares shall be converted into cash, Common Units or a combination of cash and Common Units in accordance with Section 2.1, depending on whether the holder of such Restricted Shares makes a Mixed Election, Cash Election or a Common Unit Election and subject to the terms and conditions of Section 2.1. Unless the holder of such Restricted Shares shall have remitted to the Company the amount required to be withheld with respect to the vesting and lapse of restrictions on the Restricted Shares under the Code or any provision of state, local or foreign Tax Law, the consideration to be received by such holder pursuant to Section 2.1 shall be reduced by the amount required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares. Such reduction shall come first from the cash portion of the consideration payable to the holder of the Restricted Shares under Section 2.1, if any, and if there is no cash portion of such consideration or if the cash portion is not sufficient to satisfy the amount required to be deducted and withheld with respect to vesting and lapse of such restrictions on the Restricted Shares, then the number of Common Units to be received by the holder of such Restricted Shares pursuant to Section 2.1 shall be reduced by a number of Common Units (rounded up to the nearest whole unit with cash payable in respect of the resulting fractional unit) equal to (i) the amount (or additional amount, as the case may be) required to be deducted and withheld with respect to the vesting and lapse of such restrictions on the Restricted Shares divided by (ii) the closing price of one Common Unit on the New York Stock Exchange on the day prior to the Closing Date, as reflected in the Wall Street Journal. (d) Each award of restricted Shares that is granted under the Company’s 2013 Equity Incentive Plan (the “Company 2013 EIP”) after the date hereof as permitted under Section 5.1(b) and that remains outstanding and unvested as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Share”) shall be converted as of the Effective Time into (i) a restricted unit award (an “Adjusted Restricted Unit”), with the same terms and conditions as were applicable to such Post-Signing Restricted Share immediately prior to the Effective Time, covering the number of Common Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Restricted Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall be payable as soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Restricted Share, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the Adjusted Restricted Unit shall vest without regard to the satisfaction of any performance criteria in accordance with the terms set forth in Section 5.1(b) of the Company Disclosure Schedule). (e) Each award of restricted stock units that corresponds to Shares that is granted under the Company 2013 EIP after the date hereof as permitted under Section 5.1(b) and that remains outstanding or payable as of immediately prior to the Effective Time (each, a “Post-Signing Restricted Unit”) shall be converted as of the Effective Time into (i) a phantom unit award (an “Adjusted Phantom Unit”), with the same terms and conditions as were applicable to such Post-Signing Restricted Unit immediately prior to the Effective Time, covering the number of Common Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall be payable as soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, (A) in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a Post-Signing Restricted Unit, the payment shall instead be made at the time specified in the Company 2013 EIP and related award document and (B) the Adjusted Phantom Unit shall vest in accordance with the terms set forth in Section 5.1(b) of the Company Disclosure Schedule). (f) Each award of restricted stock units that corresponds to Shares that were granted under the Company 2013 EIP in 2014 prior to the date of this Agreement and that are specified on Section 5.6(f) of the Company Disclosure Schedule (each, a “2014 LTIP Unit”) shall be converted as of the Effective Time into (i) an Adjusted Phantom Unit, with the same terms and conditions as were applicable to such 2014 LTIP Unit immediately prior to the Effective Time, covering the number of Common Units, rounded down to the nearest whole Common Unit, determined by multiplying the number of Shares subject to such 2014 LTIP Unit award immediately prior to the Effective Time (assuming satisfaction of any applicable performance criteria at 100% of target level) by the Equity Award Exchange Ratio and (ii) cash in lieu of any fractional Adjusted Phantom Unit lost to such rounding in the amount set forth in Section 2.1(d), which cash shall be payable as soon as reasonably practicable (but in no event later than five business days) following the Effective Time (provided, however, in the event that such cash payment would cause any additional Taxes to be payable pursuant to Section 409A of the Code with respect to a 2014 LTIP Unit, the payment shall instead be made at the time specified in the Company 2013 EIP). Such Adjusted Phantom Unit shall vest on January 2, 2015, provided that the holder thereof remains in continuous employment by the Surviving Corporation or its Subsidiaries through such date (or, if earlier, to the extent provided in a grantee’s employment agreement or the applicable 2014 LTIP Unit award agreement, upon the grantee’s termination of employment by the Surviving Corporation without “cause” or resignation for “good reason” or due to a “constructive termination” prior to such date) and shall then become be settled by the delivery of Common Units (net of applicable tax withholdings, which may be effected through the withholding of Common Units if elected by the grantee) on January 2, 2015 (or, if earlier, promptly following vesting). (g) The then-current offering period under the Susser Holdings Corporation 2008 Employee Stock Purchase Plan (the “Company ESPP”) shall terminate immediately prior to the Effective Time, with each participant in the Company ESPP at such time being entitled to receive solelyfrom the Surviving Corporation an amount, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment, without interestcash, equal to the product of (i) the Equity Award Consideration multiplied by (ii) the number of Shares such participant would have been able to purchase with the balance of his or her payroll account under the Company Common Shares subject ESPP if the Closing Date had been the applicable “purchase date” under the Company ESPP for the then-current offering period, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payments, within five business days following the Effective Time. Each participant in the Company RSU ESPP described in the preceding sentence shall have no further rights or benefits under the Company ESPP other than as described in the preceding sentence. (h) For purposes of immediately this Section 5.6, (i) “Equity Award Consideration” means the closing price of one Share on the New York Stock Exchange on the trading day prior to the Effective Time Closing Date, as reflected in the Wall Street Journal, and (ii) “Equity Award Exchange Ratio” means the Merger Consideration; and number equal to the quotient obtained by dividing (cA) each Company RSU granted following the date hereof that is outstanding immediately Equity Award Consideration by (B) the closing price of one Common Unit on the New York Stock Exchange on the trading day prior to the Effective Time shallClosing Date, as of reflected in the Effective Time, be converted into an unvested award representing the opportunity to receive cash payments, without interest, in an aggregate amount equal to the product of (i) the number of Company Common Shares subject to such Company RSU as of immediately prior to the Effective Time and (ii) the Merger Consideration, with such aggregate amount being payable on the vesting dates applicable to such Company RSU as of immediately prior to the Effective Time based proportionately on the number of Company Common Shares that would have vested on each such vesting date, and which award shall continue to vest and shall otherwise be subject to the same terms and conditions as were applicable to such Company RSU as of immediately prior to the Effective Time (including any terms and conditions related to accelerated vesting upon a termination of the holder’s employment in connection with or following the Effective Time, but excluding any terms and conditions related to accelerated vesting solely as a result of a change in control)Wall Street Journal.